CUSIP No. - 45173A
13D
Page 1 of 5 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
iGambit Inc.
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
45173A103
(CUSIP Number)
Rory T. Welch
235 Sunset Drive
Northfield, Illinois 60093
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 4, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [__]
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
CUSIP No. - 45173A
13D
Page 2 of 5 Pages
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Rory T. Welch
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7
SOLE VOTING POWER
NUMBER OF SHARES
10,000,000 shares
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
0 shares
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
10,000,000 shares
WITH
10
SHARED DISPOSITIVE POWER
0 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000 shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
14
TYPE OF REPORTING PERSON*
IN
CUSIP No. - 45173A
13D
Page 3 of 5 Pages
Item 1: Security and Issuer.
This statement relates to shares of common stock, par value $0.001 per share, of iGambit Inc.
(the “Company”), whose principal address is 1050 W. Jericho Tpke, Suite A, Smithtown, New
York 11787.
Item 2: Identity and Background.
(a)
Rory T. Welch
(b)
235 Sunset Drive, Northfield, Illinois 60093
(c)
Mr. Welch is the Chief Executive Officer, and President of Wala, Inc. doing
business as ArcMail Technology, which is located at 1324 N, Hearne Avenue,
Shreveport, LA 71107.
(d)
During the last five (5) years Mr. Welch was not convicted of any criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the last five (5) years Mr. Welch was not a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, the result of which was
to have him be subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f)
United States.
Item 3: Source or Amount of Funds or Other Consideration.
On November 4, 2015 (the “Effective Time”), the Company, consummated the
Acquisition of Wala, Inc. doing business as ArcMail Technology (“ArcMail”) in accordance
with a Stock Purchase Agreement (the “Purchase Agreement”) by and among ArcMail, Rory T.
Welch (the “Seller”) and the Company, with ArcMail becoming a wholly owned subsidiary of
the Company.
Pursuant to the Stock Purchase, at the Effective Time, the total consideration paid by the
Company for the outstanding capital stock of ArcMail was 11,500,000 shares of the Company’s
common stock composed of:
(1) 10,000,000 shares of the Company’s common stock issued to Mr. Welch, and
(2) 1,500,000 shares of the Company’s common stock was issued to Mr. Welch’s
designee.
The Purchase Agreement is incorporated by reference in this filing in Exhibit 1 and any
references to or descriptions of the Acquisition and the Purchaser Agreement are qualified in
their entirety by reference to the full text of the Purchase Agreement, which is incorporated by
reference herein in its entirety where such references or descriptions appear.
CUSIP No. - None
13D
Page 4 of 5 Pages
Item 4: Purpose of the Transaction.
The information contained in Item 3 above is hereby incorporated by reference. Except as
provided in the Purchase Agreement and except for securities of the Company that Mr. Welch
may receive in connection with his service as the Chief Executive Officer and President of
ArcMail, there are no other current plans or proposals with respect to any of the actions
described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5: Interest in Securities of the Issuer.
(a)
Mr. Welch is the beneficial owner of 10,000,000 shares of the Company’s
common stock, representing 25.2% of the issued and outstanding shares of
Company common stock based on 39,683,990 shares of common stock
outstanding as of November 19, 2015.
(b)
Mr. Welch has the sole power to vote and the sole power to dispose of 10,000,000
shares of the Company’s common stock, provided that the information contained
in Item 5(d) below is hereby incorporated by reference.
(c)
Mr. Welch has not effected any other transaction with the Company’s common
stock during the past 60 days.
(d)
The Company has a first priority security interest in 1,000,000 of Mr. Welch’s
shares (the “Holdback Stock”) of common stock of the Company pursuant to the
terms and conditions of the Purchase Agreement. Certain Noteholders (as defined
in the Purchase Agreement) have a second priority security interest in the
Holdback Stock as well as a first priority security interest in the remaining
9,000,000 shares of common stock of the Company as further described in a
certain Escrow Agreement (the “Escrow Agreement”) dated as of November 4,
2015, by and between the Noteholders and iGambit. Other than the Noteholders
and the Company, no other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the 10,000,000
shares of the Company’s common stock.
The Escrow Agreement is incorporated by reference in this filing in Exhibit 2 and
any references to or descriptions of the Escrow Agreement are qualified in their
entirety by reference to the full text of the Escrow Agreement, which is
incorporated by reference herein in its entirety where such references or
descriptions appear.
(e)
Not applicable.
25784 v_01 \ 120453.0002
CUSIP No. - None
13D
Page 5 of 5 Pages
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other than as disclosed in Item 5(d) above, there are no contracts, arrangements, understandings
or relationships between Mr. Welch and any other parties with respect to the securities of the
Company.
Item 7: Material to be filed as Exhibits.
Stock Purchase Agreement by and among iGambit, Inc., Wala, Inc. doing
business as ArcMail Technology and Rory T. Welch, dated as of November 4, 2015
(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by iGambit
Inc. on November 10, 2015).
Escrow Agreement by and among iGambit, Inc. and certain Noteholders (as
therein described), dated as of November 4, 2015.
25784 v_01 \ 120453.0002
CUSIP No. - 45173A
13D
Page 6 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: December 14, 2015
By: /s/ Rory T. Welch
Rory T. Welch